17 July 2020

Upper Thames Holdings plc

Formerly known as PCG Entertainment Plc
("Upper Thames" or the "Company")

Change of Company Name and TIDM, Restoration of Trading and Appointment of AQSE Corporate Adviser

Change of Name and TIDM

Upper Thames Holdings Plc, formerly known as PCG Entertainment Plc, is pleased to announce that it has completed its change of name and adopted the new tradable instrument display mnemonic (TIDM) UPPT, with effect from 8:00am today. The Company's new name reflects the strategy of the Company to review and complete the acquisition of one or more operating businesses once market conditions allow.

The website address, at which the information required pursuant to AQSE Rule 71 is available, will be changed at the same time as the change of name to www.upperthames.co.uk.  

Restoration of Trading and Appointment of AQSE Corporate Adviser

The Company is also pleased to announce the appointment of First Sentinel Corporate Finance Limited as AQSE Corporate Adviser with immediate effect and that trading in its shares is expected to be restored on the AQSE Growth Market with effect from 8:00am today ("Restoration").  

Capital Reorganisation Updates

Following Restoration, all conditions to the Capital Reorganisation approved by the shareholders at the EGM held on 2 April 2020 have been satisfied and the Company's issued share capital of 1,244,488,200 Existing Ordinary Shares has been consolidated on the basis of 100 Existing Ordinary Shares into one Consolidated Share, and in turn, each Consolidated Share has been sub-divided into one New Ordinary Share of 0.1 pence and one Deferred Share of 9.9 pence. Only the New Ordinary Shares will be admitted to trading on the AQSE Growth Market. The ISIN number for the New Ordinary Shares is GI000A2P2W41.

Under the terms of the Capital Reorganisation the Deferred Shares have been acquired by the Company and returned to unissued share capital.

The CREST accounts of those shareholders who hold shares in uncertificated form are expected to be credited with the New Ordinary Shares today. Existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their shares in certificated form by 24 July 2020. No share certificates will be issued in respect of Consolidated Shares or Deferred Shares.

Total Voting Rights

As a result of the Capital Reorganisation, the Company's issued voting share capital comprise 12,444,882 New Ordinary Shares. The Company does not hold any shares in treasury. This figure of 12,444,882 New Ordinary Shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Upper Thames Holdings plc

Richard Poulden, Chairman

Tel: +971 4584 6284

AQSE Corporate Adviser - First Sentinel Corporate Finance

Brian Stockbridge / Gabrielle Cordeiro

Tel: +44 207 183 7407 / + 44 7485 320 141